Common defined terms—joint venture shareholders’ agreements

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Common defined terms—joint venture shareholders’ agreements
  • Common JVA defined terms
  • Drafting and reviewing definitions

Common defined terms—joint venture shareholders’ agreements

This Practice Note includes some suggested definitions for terms that are commonly found in joint venture agreements (JVAs) (also referred to as shareholders’ agreements). The purpose of defining terms is to avoid:

  1. repetition within the main body of the JVA, particularly of long or complex phrases, so that it becomes easier to read and is more concise, and

  2. ambiguity in the interpretation of an agreement, by giving specific meanings to terms and setting out their scope, which may be different, wider or narrower than their natural, ordinary meaning

Care should be taken when drafting the individual terms and definitions that are to be included in a definitions and interpretation clause. It is key to ensure that the inclusion of each term and scope of each definition is appropriate in the context of both the relevant JVA and the wider transaction. It is also very important to ensure that any terms in the agreement that require a definition have been given one. A defined term (or sometimes its omission) will have a significant impact on the meaning of individual clauses in an agreement and on an agreement as a whole. It is important that any such impact is intentional and not the result of a defined term being included in an agreement with little thought.

For definitions for terms that are most

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